ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective May 10, 2017, Alexandria Real Estate Equities, Inc., a Maryland corporation (Alexandria, or the Company), filed (a) Articles Supplementary (the Articles Supplementary) and (b) Articles of Amendment (the Articles of Amendment) to its charter with the State Department of Assessments and Taxation of Maryland.

The Articles Supplementary reflect the reclassification into shares of preferred stock, par value $0.01 per share (the Preferred Stock), of the authorized but unissued shares of the following series of preferred stock (the Reclassified Preferred Stock): the 9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series A Junior Participating Preferred Stock, par value $0.01 per share, the 9.10% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, the 8.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the 6.45% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share. There were no outstanding shares of Reclassified Preferred Stock. The Articles Supplementary were approved by the Companys Board of Directors.

The Articles of Amendment (a) increase the number of shares of common stock, par value $0.01 per share, that the Company is authorized to issue from 100,000,000>shares to 200,000,000>shares, (b) make a corresponding increase in the aggregate par value of all the shares of stock having par value that the Company is authorized to issue and (c) eliminate the terms of certain series of Preferred Stock which had previously been reclassified as undesignated Preferred Stock. The charter amendment was described in the text of Proposal No. 4 in Alexandrias proxy statement for its 2017>Annual Meeting of Stockholders (the 2017 Proxy Statement) filed with the SEC on April 7, 2017. The charter amendment was advised by the Companys Board of Directors and approved by Alexandrias stockholders at the 2017 Annual Meeting of Stockholders (the 2017 Annual Meeting).

The foregoing summary of the Articles Supplementary and Articles of Amendment is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 hereto and the Articles of Amendment filed as Exhibit 3.2 hereto.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Alexandria held its 2017>Annual Meeting on May 9, 2017. At the 2017>Annual Meeting, there were present in person or by proxy 84,079,455>shares of Alexandrias common stock, representing stockholders entitled to cast approximately 92%>of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the five>proposals considered and voted upon at the 2017>Annual Meeting, all of which were described in the 2017>Proxy Statement:

1. Election of Directors

Alexandrias stockholders elected, by the votes indicated below, each of the following seven>persons to serve as directors of the Company until its 2018>Annual Meeting of Stockholders and until their successors are duly elected and qualify:

Director

For

Withheld

Joel S. Marcus

77,656,838

4,987,458

Steven R. Hash

64,060,529

18,583,767

John L. Atkins, III

63,585,275

19,059,021

James P. Cain

64,790,489

17,853,807

Maria C. Freire, Ph.D.

64,471,409

18,172,887

Richard H. Klein

64,035,538

18,608,758

James H. Richardson

80,451,592

2,193,004

Broker non-votes (proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock) totaled 1,434,859>for James H. Richardson and 1,435,159>for each of the other director nominees.

2. Non-binding Advisory Vote to Approve the Compensation of the Companys Named Executive Officers

Alexandrias stockholders voted upon, on a non-binding, advisory basis, whether to approve the compensation of the Companys named executive officers, as disclosed in Alexandrias 2017>Proxy Statement. 67,819,788>votes were cast for the approval, 14,785,535>votes were cast against the approval and 38,973>votes abstained. Additionally, there were 1,435,159>broker non-votes for this proposal.

3. Non-binding Advisory Vote to Approve the Frequency of Future Non-binding, Advisory Stockholder Votes on the Compensation of the Companys Named Executive Officers

Alexandrias stockholders voted upon, on a non-binding, advisory basis, the frequency of the future non-binding, advisory stockholder votes on the compensation of the Companys named executive officers, as disclosed in Alexandrias 2017>Proxy Statement. 74,100,018>votes were cast for 1 year, 10,679>votes were cast for 2 years, 8,495,999>votes were cast for 3 years, and 37,600>votes abstained. Additionally, there were 1,435,159>broker non-votes for this proposal.

The results of the stockholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of Alexandrias Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of stockholder votes on the compensation of executives.

4. Approval of the Amendment of the Companys Charter

Alexandrias stockholders voted to approve the Articles of Amendment of the Company described in Item 5.03 above and as disclosed in Alexandrias 2017 Proxy Statement. 80,652,175>votes were cast for the amendment, 1,959,915 votes were cast against the amendment and 32,206>votes abstained. Additionally, there were 1,435,159 broker non-votes for this proposal.

5. Ratification of Appointment of Independent Public Registered Accountants

Alexandrias stockholders voted to ratify the appointment of Ernst Young LLP as the Companys independent registered public accountants for the fiscal year ending December 31, 2017. 80,584,620>votes were cast for the ratification, 3,462,062>votes were cast against the ratification and 32,473>votes abstained. Additionally, there were 300>broker non-votes for this proposal.

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